SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Greenhill Capital Partners II L P
(Last) (First) (Middle)
300 PARK AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pacific Coast Oil Trust [ ROYT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Trust Units representing Beneficial Interests 09/24/2013 S 3,299,877(1) D $17.1(2) 3,866,497 I By PCEC(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Greenhill Capital Partners II L P
(Last) (First) (Middle)
300 PARK AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GCP Managing Partner II, L.P.
(Last) (First) (Middle)
300 PARK AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GREENHILL CAPITAL PARTNERS, LLC
(Last) (First) (Middle)
300 PARK AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GREENHILL & CO INC
(Last) (First) (Middle)
300 PARK AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Greenhill Capital Partners II, L.P., Greenhill Capital Partners (Cayman) II, L.P., Greenhill Capital Partners (Executives) II, L.P. and Greenhill Capital Partners (Employees) II, L.P. are collectively referred to as the "Greenhill Funds." The Greenhill Funds together sold the 3,299,877 Trust Units (as defined below). Greenhill & Co., Inc. is the sole member of Greenhill Capital Partners, LLC, which controls GCP Managing Partner II, L.P., which is the general partner of each of the Greenhill Funds.
2. Pursuant to a registration rights agreement, Pacific Coast Oil Trust (the "Trust") registered the sale of 20,083,158 Trust Units representing Beneficial Interests in the Trust ("Trust Units") on a shelf registration statement. On September 23, 2013, the Greenhill Funds received 3,299,877 Trust Units from Pacific Coast Energy Company LP ("PCEC") pursuant to a distribution to holders of interest in Pacific Coast Energy Holdings LLC ("PCEH"), the parent of PCEC, in accordance with the terms of the PCEH Amended and Restated Limited Liability Company Agreement. Prior to such distribution, the Greenhill Funds indirectly beneficially owned such Trust Units through PCEC and its parent PCEH.
3. PCEC directly owns 3,866,497 Trust Units. The reporting persons' ownership is indirect through PCEC.
/s/ Greenhill Capital Partners II, L.P., By: Dee Alaniz, attorney-in-fact 09/26/2013
/s/ GCP Managing Partner II, L.P., By: Dee Alaniz, attorney-in-fact 09/26/2013
/s/ Greenhill Capital Partners, LLC, By: Dee Alaniz, attorney-in-fact 09/26/2013
/s/ Greenhill & Co., Inc., By: Dee Alaniz, attorney-in-fact 09/26/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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